SYKES ENTERPRISES, INCORPORATED CORPORATE GOVERNANCE GUIDELINES. Revised December, 2015 INTRODUCTION ROLE OF THE BOARD BOARD STRUCTURE

Size: px
Start display at page:

Download "SYKES ENTERPRISES, INCORPORATED CORPORATE GOVERNANCE GUIDELINES. Revised December, 2015 INTRODUCTION ROLE OF THE BOARD BOARD STRUCTURE"

Transcription

1 SYKES ENTERPRISES, INCORPORATED CORPORATE GOVERNANCE GUIDELINES Revised December, 2015 INTRODUCTION The business and affairs of Sykes Enterprises, Incorporated, a Florida corporation (the Company ), are subject to the general oversight and authority of its Board of Directors (the Board ). The Board has adopted these guidelines to promote the effective functioning of the Board and its committees. Together with the Company s Articles of Incorporation, Bylaws, and charters of the Board s Committees, these guidelines provide the authority and practices for governance of the Company. ROLE OF THE BOARD All corporate powers of the Company shall be exercised by or under the direction of, and the business and affairs of Company shall be managed under the direction of, the Board. BOARD STRUCTURE Board Size. The size of the Board will provide for sufficient experiential diversity among nonemployee directors while also facilitating substantive discussions in which each director can participate meaningfully. The Board size will be within the limits prescribed by Company's Bylaws, which currently provide that the Board may have no fewer than 3 and no more than 15 members. Independent Directors. A majority of the Board will consist of directors who satisfy the independence requirements of the Sarbanes-Oxley Act of 2002 ( SOX ), and the rules and regulations of the Securities and Exchange Commission (the Commission ) and the Nasdaq Stock Market ( Nasdaq ). Under the Nasdaq Rules, the Board is required to review factors affecting independence at the time a director is proposed for election or reelection. A director is not independent if the director is an officer or employee of the Company or its subsidiaries, or has any relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. This includes, but is not limited to, (1) a director who is, or at any time during the past three years was, employed by the Company or by any subsidiary of the Company; (2) a director who accepted, or who has a Family Member (i.e., a person s spouse, parent, child or sibling, whether by blood, marriage or adoption, or anyone residing in such person s home) who accepted, any payments from the Company or any subsidiary of the Company in excess of $60,000 during the current or any of the past three fiscal years, other than the following: (a) (b) compensation for board or board committee service; payments arising solely from investments in the Company s securities; 1

2 (c) compensation paid to a Family Member who is a non-executive employee of the Company or a subsidiary of the Company; (d) benefits under a tax-qualified retirement plan, or non-discretionary compensation; or (e) a loan to the extent permitted under Sarbanes-Oxley (but note that audit committee members are subject to additional, more stringent requirements under the Nasdaq corporate governance rules); (3) a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Company or by any subsidiary of the Company as an executive officer; (4) a director who is, or has a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (a) (b) payments arising solely from investments in the Company s securities; or payments under non-discretionary charitable contribution matching programs; (5) a director of the company who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Company serve on the compensation committee of such other entity; or (6) a director who is, or has a Family Member who is, a current partner of the Company s outside auditor, or was a partner or employee of the Company s outside auditor who worked on the Company s audit at any time during any of the past three years. Chairman and CEO. The Board currently has a policy requiring the separation of the Company's Chief Executive Officer (CEO) and Chairman of the Board. Age and Term Limits. No individual shall be nominated to serve as a member of the Board of Directors, or be elected as a director by the Board of Directors, who is less than 21 years old or age 75 or older, or who has previously served for more than 20 years as a director of the Company at the time of the date of election. Other Directorships. Recognizing the substantial time commitment required of directors, it is expected that directors will serve on the board of directors of other companies which have a class of securities registered under 12 or 15(d) of the Securities Exchange Act of 1934, as amended ( public company ), only to the extent that, in the judgment of the Board, such services do not detract from the directors' ability to devote the necessary time and attention to the Company. Change in Status. To avoid any potential conflict of interest, directors will not accept a seat on any additional public company board without first reviewing the matter with the Nominating and Corporate Governance Committee. In addition, an employee director will tender his or her resignation for consideration by the Board in the event of retirement or other substantial change in the nature of the director's employment or other significant responsibilities. The Nominating and Corporate Governance 2

3 Committee shall consider such resignation and recommend to the Board of Directors whether such resignation should be accepted. DIRECTOR SELECTION; QUALIFICATIONS; EDUCATION Director Candidates. Subject to the terms of the Bylaws, the Board, acting on the recommendation of the Nominating and Corporate Governance Committee, will nominate a slate of director candidates for election at each annual meeting of shareholders and will elect directors to fill vacancies, including vacancies created as a result of any increase in the size of the Board, between annual meetings. The Nominating and Corporate Governance Committee will review and update the criteria for directors from time to time and make recommendations to the Board as appropriate. Such criteria will include considerations of age, skill, integrity, experience, time availability, appropriate listing standards, and applicable federal and state law and regulation. Each nominee for director must be selected or recommended by either a majority of the independent directors or the Nominating and Corporate Governance Committee which is comprised solely of independent directors. Independent Directors. As provided above, a majority of the Board must be comprised of independent directors within the meaning of the Nasdaq Rules. The Company shall disclose in its annual proxy statement those directors that the Board has determined to be independent under the Nasdaq Rules. If the Company fails to comply with the independence requirements in this paragraph due to one vacancy, or one director ceases to be independent due to circumstances beyond his or her reasonable control, the Company shall regain compliance with the independence requirements by the earlier of its next annual shareholders meeting or one year from the occurrence of the event that caused the failure to comply with the independence requirements. The Company shall provide notice to Nasdaq immediately upon learning of the event or circumstance that caused the non-compliance with the independence requirements. The Board shall make an affirmative determination that each individual who is serving as an independent director is, in fact, independent, and, without limiting the generality of the foregoing, does not have any relationship with the Company that would impair such person s independence. Orientation. New directors will receive a comprehensive orientation from appropriate executives regarding the Company's business and affairs. Continuing Education. It is expected that, at least annually, all directors will participate in a continuing education event (which may coincide with a regular Board meeting) addressing, among other things, current developments and best practices in corporate governance. Reviews of aspects of the Company's operations will be presented by appropriate executives from time to time as part of the agenda of regular Board meetings. DIRECTOR RESPONSIBLITIES; BOARD MEETINGS Basic Duties. The basic duties of each director, under the Florida Business Corporation Act, are to discharge his or her duties as a director, including his or her duties as a member of a committee (a) in good faith, (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and (c) in a manner that he or she believes to be in the best interests of the Company. In discharging that obligation, a director should be entitled to rely on the honesty and integrity of his or her fellow directors, senior executives, outside advisors and auditors. Number of Regular Meetings. The Board normally holds four regular meetings per year. Additional meetings may be scheduled as required. 3

4 Agenda and Briefing Material. An agenda for each Board meeting and briefing materials will, to the extent practicable in light of the timing of matters that require Board attention, be distributed to each director prior to each meeting. The Chairman of the Board will normally set the agenda for Board meetings. Any director may request the inclusion of specific items. Meeting Attendance. It is expected that each director will make every effort to attend each Board meeting and each meeting of any committee on which he or she sits. Attendance in person is preferred but attendance by teleconference is permitted if necessary. Director Preparedness. Each director should be familiar with the agenda for each meeting, have carefully reviewed all other materials distributed in advance of the meeting, and be prepared to participate meaningfully in the meeting and to discuss all scheduled items of business. Confidentiality. The proceedings and deliberations of the Board and its committees are confidential. Each director will maintain the confidentiality of information received in connection with his or her service as a director. INDEPENDENT DIRECTOR EXECUTIVE SESSIONS An executive session of the independent directors will normally be held immediately following each meeting of the full Board at which only the independent directors will be present. The Chairman of the Board will preside at such executive sessions, unless the independent directors select another director to preside at a particular executive session. Any independent director may raise issues for discussion at any such executive session. The independent directors will maintain such records of the executive sessions as they deem appropriate. CONFLICTS OF INTEREST The Company shall conduct, on an ongoing basis, a review of all related party transactions for potential conflict of interest situations and all such transactions must be approved by the Audit Committee or another independent body of the Board. A related party transaction shall include those transactions required to be disclosed pursuant to SEC Regulation S-K, Item 404. BOARD SELF-EVALUATION At least annually, the Board will evaluate its performance and effectiveness. COMMITTEES Committees. The Board will appoint from among its members, committees it determines are necessary or appropriate to conduct its business. Currently, the standing committees of the Board are the Audit Committee, Compensation and Human Resource Development Committee, Nominating and Corporate Governance Committee and Finance Committee. Committee Composition. The composition of each committee shall comply with the requirements of any applicable law and regulation including, but not limited to, SOX and the rules and regulations of the Commission and Nasdaq. In particular, the Nominating and Corporate Governance Committee, Audit Committee, and Compensation and Human Resource Development Committee will consist solely of independent directors. 4

5 Committee Charters. Each of the committees will have a written charter outlining its responsibilities. Charters will be adopted by the Board based on the recommendation of the applicable committee. In particular, and without limiting the generality of the preceding sentence, the Audit Committee and the Compensation and Human Resource Development Committee, shall have such composition and charter as meets the requirements of SOX and the rules and regulations of the Commission and Nasdaq. Committee Assignments and Rotation. Membership of each committee will be determined by the Board after receiving the recommendation of the Nominating and Corporate Governance Committee. Consideration will be given to rotating committee memberships from time to time. Committee Self-Evaluation. At least annually, each of the Board committees will conduct an evaluation of its performance and effectiveness and will consider whether to recommend to the Board any changes to the committee's charter. Committee Reports. The Chairman of each Board committee will report to the full Board on the activities of his or her committee, including but not limited to the results of the committee's selfevaluation and any recommended changes to the committee's charter. BOARD RESOURCES Access to Employees. Directors will have full access to senior management of the Company and other employees on request to discuss the business and affairs of the Company. The Board expects that there will be regular opportunities for directors to meet with the CEO and other members of management in Board and committee meetings and in other formal or informal settings. Authority to Retain Advisors. It is normally expected that information regarding the Company's business and affairs will be provided to the Board by the Company s management and staff and by the Company's independent auditors. However, the Board and each committee has the authority to retain such outside advisors, including but not limited to accountants, legal counsel, and other experts, as it deems appropriate. The fees and expenses of any such advisors will be paid by the Company. LOANS TO DIRECTORS AND OFFICERS Neither the Company nor any of its subsidiaries shall enter into lending relationships, deposit relationships, other banking relationships (such as depository, transfer, registrar, indenture trustee, trusts and estates, private banking, investment management, custodial, securities brokerage, cash management or similar services), or other commercial or financial relationships (whether direct or indirect) with a director or executive officer of the Company or entity (whether for profit, not for profit or otherwise) with which such director or executive officer is affiliated by reason of being a director, officer or a significant shareholder thereof, unless: (1) such relationships are in the ordinary course of business of the Company and are on substantially the same terms as those prevailing at the time for comparable transactions with nonaffiliated persons; and (2) with respect to extensions of credit by the Company or its subsidiaries to such individuals or entities such extensions of credit have been made in compliance with applicable law, including but not limited to Section 13(k) of the Securities Exchange Act of

6 CEO PERFORMANCE REVIEW At least annually, the Nominating and Corporate Governance Committee will review the performance of the Chief Executive Officer in light of the Company s goals and objectives. SUCCESSION PLANNING At least annually, the Board will review succession plans for the Chief Executive Officer and other executive officers. Succession planning will address both succession in the ordinary course of business and contingency planning in case of unexpected events. INDEMNIFICATION The Company provides reasonable directors and officers liability insurance for the directors and shall indemnify the directors to the fullest extent permitted by law and the Company s Articles of Incorporation and Bylaws, and shall enter into separate indemnification agreements with each director. CODE OF CONDUCT AND ETHICS The Company has adopted a Code of Conduct and Ethics applicable the Company s directors, officers and employees to comply with applicable laws, rules, and regulations including, without limitation, Nasdaq Rules. Each director is expected to be familiar with and to follow this code. In addition, directors must avoid any conflict between his or her own interests and the interests of the Company. The Nominating and Corporate Governance Committee will review any allegation that a director or executive officer may have violated the Code of Conduct and Ethics and will report its findings to the full Board. The Board does not envision that any waiver to this code will be authorized. CORPORATE GOVERNANCE GUIDELINES REVISION The Nominating and Corporate Governance Committee and the Board will review and revise these Corporate Governance Guidelines and related documents as and when appropriate. 6

AMERICAN AIRLINES GROUP INC. CORPORATE GOVERNANCE GUIDELINES

AMERICAN AIRLINES GROUP INC. CORPORATE GOVERNANCE GUIDELINES AMERICAN AIRLINES GROUP INC. CORPORATE GOVERNANCE GUIDELINES As adopted by the Board of Directors and last amended on January 25, 2017 As set forth in the Certificate of Incorporation (as amended from

More information

PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES. As of February 5, 2018

PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES. As of February 5, 2018 PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES As of February 5, 2018 The Board of Directors (the Board ) of PepsiCo, Inc. (the Corporation ), acting on the recommendation of its Nominating and Corporate

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES 1. Director Qualifications The Board will have a substantial majority of directors who meet the criteria for independence required by the New York Stock Exchange. The Committee

More information

Corporate Governance Principles

Corporate Governance Principles Corporate Governance Principles Introduction The Board of Directors (the "Board") of ADTRAN, Inc. (the "Company") has adopted these principles to guide the Company and the Board on matters of corporate

More information

NOMINATING AND GOVERNANCE COMMITTEE CHARTER ATLAS AIR WORLDWIDE HOLDINGS, INC.

NOMINATING AND GOVERNANCE COMMITTEE CHARTER ATLAS AIR WORLDWIDE HOLDINGS, INC. I. Purpose. NOMINATING AND GOVERNANCE COMMITTEE CHARTER ATLAS AIR WORLDWIDE HOLDINGS, INC. The Nominating and Governance Committee ( Committee ) of the Board of Directors (the Board ) of Atlas Air Worldwide

More information

MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines

MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines MONDELĒZ INTERNATIONAL, INC. Corporate Governance Guidelines A. ROLE AND RESPONSIBILITY OF THE BOARD The Board of Directors (the "Board") primary responsibility is to foster Mondelēz International Inc.

More information

Spartan Motors, Inc. Corporate Governance Principles

Spartan Motors, Inc. Corporate Governance Principles Spartan Motors, Inc. Corporate Governance Principles The Board of Directors of Spartan Motors, Inc. has adopted these Corporate Governance Principles to assist the Board in the exercise of its responsibilities

More information

CORPORATE GOVERNANCE GUIDELINES OF ORCHID ISLAND CAPITAL, INC.

CORPORATE GOVERNANCE GUIDELINES OF ORCHID ISLAND CAPITAL, INC. CORPORATE GOVERNANCE GUIDELINES OF ORCHID ISLAND CAPITAL, INC. The following shall constitute the Corporate Governance Guidelines (the Corporate Governance Guidelines ) of the board of directors of Orchid

More information

ILLUMINA, INC. Corporate Governance Guidelines

ILLUMINA, INC. Corporate Governance Guidelines ILLUMINA, INC. Corporate Governance Guidelines The Board of Directors (the Board ) of Illumina, Inc. (the Company ) has adopted the following Corporate Governance Guidelines (the Guidelines ) to assist

More information

CST BRANDS, INC. CORPORATE GOVERNANCE GUIDELINES

CST BRANDS, INC. CORPORATE GOVERNANCE GUIDELINES CST BRANDS, INC. CORPORATE GOVERNANCE GUIDELINES The following guidelines have been adopted by the Board of Directors (the Board ) of CST Brands, Inc. ( CST or the Company ) to establish ethical governance

More information

RALPH LAUREN CORPORATION CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS. (As Amended as of February 7, 2018)

RALPH LAUREN CORPORATION CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS. (As Amended as of February 7, 2018) RALPH LAUREN CORPORATION CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS (As Amended as of February 7, 2018) The following principles have been approved by the Board of Directors of Ralph Lauren

More information

UNITED CONTINENTAL HOLDINGS, INC. Corporate Governance Guidelines (Approved December 6, 2017 )

UNITED CONTINENTAL HOLDINGS, INC. Corporate Governance Guidelines (Approved December 6, 2017 ) UNITED CONTINENTAL HOLDINGS, INC. Corporate Governance Guidelines (Approved December 6, 2017 ) These Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines The following corporate governance guidelines (Guidelines) have been approved and adopted by the Board of Directors (Board) of Visa Inc. (Company), and along with the charters

More information

Oceaneering International, Inc. Corporate Governance Guidelines

Oceaneering International, Inc. Corporate Governance Guidelines Oceaneering International, Inc. 1. Director Qualifications The Company s bylaws provide that the Board of Directors (the Board ) will not be less than three nor more than 12 directors. The Board will periodically

More information

IDW MEDIA HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES. Adopted on August 18, Revised on February 16, 2012

IDW MEDIA HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES. Adopted on August 18, Revised on February 16, 2012 IDW MEDIA HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES Adopted on August 18, 2009 Revised on February 16, 2012 The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the

More information

BARNES GROUP INC. CORPORATE GOVERNANCE GUIDELINES

BARNES GROUP INC. CORPORATE GOVERNANCE GUIDELINES BARNES GROUP INC. CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Barnes Group Inc. (the Company

More information

In fulfilling its function and responsibilities, the Committee should give due consideration to the following operating principles and processes:

In fulfilling its function and responsibilities, the Committee should give due consideration to the following operating principles and processes: AMERICAN AIRLINES GROUP INC. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER As adopted by the Board of Directors on December 9, 2013 The Board of Directors (the Board ) of American Airlines Group

More information

MATTEL, INC. BOARD OF DIRECTORS AMENDED AND RESTATED GUIDELINES ON CORPORATE GOVERNANCE

MATTEL, INC. BOARD OF DIRECTORS AMENDED AND RESTATED GUIDELINES ON CORPORATE GOVERNANCE MATTEL, INC. BOARD OF DIRECTORS AMENDED AND RESTATED GUIDELINES ON CORPORATE GOVERNANCE Mission Statement Mattel s (the Company ) Board of Directors (the Board ) strives to ensure good corporate management

More information

Nucor Corporation Corporate Governance Principles February 20, 2018

Nucor Corporation Corporate Governance Principles February 20, 2018 Nucor Corporation Corporate Governance Principles February 20, 2018 The following Corporate Governance Principles (the Principles ) have been adopted by the Board of Directors (the Board ) of Nucor Corporation

More information

V.F. CORPORATION. Corporate Governance Principles Adopted on October 20, Introduction. Role of the Board of Directors

V.F. CORPORATION. Corporate Governance Principles Adopted on October 20, Introduction. Role of the Board of Directors V.F. CORPORATION Corporate Governance Principles Adopted on October 20, 2016 Introduction The following principles have been adopted by the Board of Directors of V.F. Corporation (the Corporation ). They

More information

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of October 6, 2016

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of October 6, 2016 I. Purpose of Guidelines AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors as of October 6, 2016 These corporate governance guidelines are intended to set a proper

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES Amended as of August 5, 2016 The following Corporate Governance Guidelines (the "Guidelines") have been adopted by the Board of Directors (the "Board") of Ormat Technologies,

More information

HNI CORPORATION CORPORATE GOVERNANCE GUIDELINES. A. The Board

HNI CORPORATION CORPORATE GOVERNANCE GUIDELINES. A. The Board HNI CORPORATION CORPORATE GOVERNANCE GUIDELINES A. The Board 1. Role of the Board. The primary responsibility of the Board is to oversee the business affairs of the Corporation. In addition, the Board

More information

Cabot Oil & Gas Corporation Corporate Governance Guidelines

Cabot Oil & Gas Corporation Corporate Governance Guidelines Role of the Board of Directors and Management Cabot Oil & Gas Corporation Corporate Governance Guidelines 1. The primary responsibility of the directors is to exercise their business judgment to act in

More information

CATASYS, INC. Compensation Committee Charter

CATASYS, INC. Compensation Committee Charter CATASYS, INC. Compensation Committee Charter Purpose The purpose and authority of the Compensation Committee (the Committee ) of Catasys, Inc. (the Company ) shall be as follows: 1. To determine, or recommend

More information

DICK'S SPORTING GOODS, INC. Board of Directors Corporate Governance Guidelines. As Amended March 21, 2018

DICK'S SPORTING GOODS, INC. Board of Directors Corporate Governance Guidelines. As Amended March 21, 2018 DICK'S SPORTING GOODS, INC. Board of Directors Corporate Governance Guidelines As Amended March 21, 2018 DICK'S SPORTING GOODS, INC. CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines

More information

EDISON INTERNATIONAL CORPORATE GOVERNANCE GUIDELINES. Adopted by the Board of Directors. April 26, 2018

EDISON INTERNATIONAL CORPORATE GOVERNANCE GUIDELINES. Adopted by the Board of Directors. April 26, 2018 EDISON INTERNATIONAL CORPORATE GOVERNANCE GUIDELINES Adopted by the Board of Directors April 26, 2018 These Corporate Governance Guidelines reflect current policies of the Board of Directors for the governance

More information

CORPORATE GOVERNANCE GUIDELINES OF AIR TRANSPORT SERVICES GROUP, INC.

CORPORATE GOVERNANCE GUIDELINES OF AIR TRANSPORT SERVICES GROUP, INC. CORPORATE GOVERNANCE GUIDELINES OF AIR TRANSPORT SERVICES GROUP, INC. The Board of Directors has adopted the following Guidelines to help it fulfill its responsibility to stockholders to oversee the work

More information

Corporate Governance Guidelines Altria Group, Inc. as of October 25, 2017

Corporate Governance Guidelines Altria Group, Inc. as of October 25, 2017 Corporate Governance Guidelines Altria Group, Inc. as of October 25, 2017 Table of Contents A. ROLE AND RESPONSIBILITY OF THE BOARD B. BOARD COMPOSITION, STRUCTURE AND POLICIES 1. Board Size 2. Independence

More information

FREDDIE MAC S CORPORATE GOVERNANCE GUIDELINES

FREDDIE MAC S CORPORATE GOVERNANCE GUIDELINES FREDDIE MAC S CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of the Federal Home Loan Mortgage Corporation ( Freddie Mac or the Company ) has adopted the Corporate Governance Guidelines

More information

Northern Trust Corporation Corporate Governance Guidelines Effective July 17, 2012

Northern Trust Corporation Corporate Governance Guidelines Effective July 17, 2012 Northern Trust Corporation Corporate Governance Guidelines Effective July 17, 2012 These Corporate Governance Guidelines (these Guidelines ) were adopted by the Board of Directors (the Board ) of Northern

More information

The Board believes that all directors represent the balanced interests of the Company s shareholders as a whole.

The Board believes that all directors represent the balanced interests of the Company s shareholders as a whole. CME GROUP INC. CHICAGO MERCANTILE EXCHANGE INC. BOARD OF TRADE OF THE CITY OF CHICAGO, INC. NEW YORK MERCANTILE EXCHANGE, INC. COMMODITY EXCHANGE, INC. BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES

More information

TRIUMPH GROUP, INC. CORPORATE GOVERNANCE GUIDELINES

TRIUMPH GROUP, INC. CORPORATE GOVERNANCE GUIDELINES TRIUMPH GROUP, INC. CORPORATE GOVERNANCE GUIDELINES A. Responsibility of the Board of Directors The primary mission of the Board of Directors is to advance the interests of our stockholders by creating

More information

EP ENERGY CORPORATION CORPORATE GOVERNANCE GUIDELINES. December 10, 2015

EP ENERGY CORPORATION CORPORATE GOVERNANCE GUIDELINES. December 10, 2015 EP ENERGY CORPORATION CORPORATE GOVERNANCE GUIDELINES December 10, 2015 The following Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of EP Energy Corporation (the

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The following principles have been approved by the Board of Directors (the Board ) of BrightSphere Investment Group plc (the Company ) and provide a framework for the corporate

More information

THE BANK OF NOVA SCOTIA. Corporate Governance Policies

THE BANK OF NOVA SCOTIA. Corporate Governance Policies Corporate Governance Policies June 2017 PAGE 1 Introduction Corporate governance refers to the oversight mechanisms and the way in which The Bank of Nova Scotia (the Bank ) is governed. The Board of Directors

More information

ALLIANT ENERGY CORPORATION. Corporate Governance Principles

ALLIANT ENERGY CORPORATION. Corporate Governance Principles ALLIANT ENERGY CORPORATION Corporate Governance Principles Alliant Energy s business is conducted by its employees, managers and officers, under the direction of the Chief Executive Officer, with oversight

More information

LPL FINANCIAL HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES

LPL FINANCIAL HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES LPL FINANCIAL HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of LPL Financial Holdings Inc. (the Company ) has adopted the Corporate Governance Guidelines (the Guidelines

More information

LITHIA MOTORS, INC. NOMINATING AND CORPORATE GOVERNANCE GUIDELINES

LITHIA MOTORS, INC. NOMINATING AND CORPORATE GOVERNANCE GUIDELINES LITHIA MOTORS, INC. NOMINATING AND CORPORATE GOVERNANCE GUIDELINES The Nominating and Governance Committee of the Board of Directors (the Board ) has developed, and the Board has adopted, the following

More information

Dunkin Brands Group, Inc. Corporate Governance Guidelines

Dunkin Brands Group, Inc. Corporate Governance Guidelines Updated July 2014 Dunkin Brands Group, Inc. Corporate Governance Guidelines The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Dunkin

More information

HCA HEALTHCARE, INC. CORPORATE GOVERNANCE GUIDELINES BOARD OF DIRECTORS

HCA HEALTHCARE, INC. CORPORATE GOVERNANCE GUIDELINES BOARD OF DIRECTORS As amended and approved, effective on January 23, 2018 HCA HEALTHCARE, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of HCA Healthcare, Inc. (the Company or HCA ) has adopted

More information

CORPORATE GOVERNANCE GUIDELINES (as amended through August 24, 2017)

CORPORATE GOVERNANCE GUIDELINES (as amended through August 24, 2017) 1. Director Qualifications CENTURYLINK, INC. CORPORATE GOVERNANCE GUIDELINES (as amended through August 24, 2017) The Board will have a majority of independent directors. The Nominating and Corporate Governance

More information

CORPORATE GOVERNANCE PRINCIPLES AND POLICIES

CORPORATE GOVERNANCE PRINCIPLES AND POLICIES Amended and Restated as of 02.02.16 CORPORATE GOVERNANCE PRINCIPLES AND POLICIES A. The Role of the Board of Directors 1. Direct the Affairs of Activision Blizzard, Inc. (the Company ) for the Benefit

More information

CHARTER COMPENSATION, NOMINATING and GOVERNANCE COMMITTEE PEOPLE S UNITED FINANCIAL, INC.

CHARTER COMPENSATION, NOMINATING and GOVERNANCE COMMITTEE PEOPLE S UNITED FINANCIAL, INC. CHARTER COMPENSATION, NOMINATING and GOVERNANCE COMMITTEE PEOPLE S UNITED FINANCIAL, INC. Purpose and Authority: The Compensation, Nominating and Governance Committee (the Committee ) of the Board of Directors

More information

AUDIT COMMITTEE CHARTER of the Audit Committee of ACCURAY INCORPORATED. (As amended and restated by the Board of Directors effective July 1, 2016)

AUDIT COMMITTEE CHARTER of the Audit Committee of ACCURAY INCORPORATED. (As amended and restated by the Board of Directors effective July 1, 2016) AUDIT COMMITTEE CHARTER of the Audit Committee of ACCURAY INCORPORATED (As amended and restated by the Board of Directors effective July 1, 2016) I. Purpose The purpose of the Audit Committee (the Committee

More information

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

NOMINATING AND GOVERNANCE COMMITTEE CHARTER NOMINATING AND GOVERNANCE COMMITTEE CHARTER Amended and Restated on June 4, 2015 1. Purpose. The Board of Directors (the Board ) of PDC Energy, Inc. (the Company ) has duly established the Nominating and

More information

TELEFLEX INCORPORATED. Corporate Governance Principles (Amended and Restated as of February 18, 2015)

TELEFLEX INCORPORATED. Corporate Governance Principles (Amended and Restated as of February 18, 2015) TELEFLEX INCORPORATED Corporate Governance Principles (Amended and Restated as of February 18, 2015) The following corporate governance principles have been approved by the Board of Directors (the Board

More information

FRANKLIN RESOURCES, INC. CORPORATE GOVERNANCE GUIDELINES

FRANKLIN RESOURCES, INC. CORPORATE GOVERNANCE GUIDELINES FRANKLIN RESOURCES, INC. CORPORATE GOVERNANCE GUIDELINES These Corporate Governance Guidelines (these Guidelines ) have been adopted by the Board of Directors (the Board ) of Franklin Resources, Inc. (the

More information

1. Role of the Board of Directors ( The Board ) and Director Responsibilities

1. Role of the Board of Directors ( The Board ) and Director Responsibilities April 26, 2018 1. Role of the Board of Directors ( The Board ) and Director Responsibilities The role of the Board is to oversee the management of the Corporation and to represent the interests of all

More information

PART I MANDATE AND RESPONSIBILITIES

PART I MANDATE AND RESPONSIBILITIES September 29, 2017 EMERA INCORPORATED Committee Purpose PART I MANDATE AND RESPONSIBILITIES The Nominating and Corporate Governance Committee is a committee of the Board of Directors of Emera Incorporated

More information

Waste Connections, Inc. Corporate Governance Guidelines and Board Charter. February 13, 2018

Waste Connections, Inc. Corporate Governance Guidelines and Board Charter. February 13, 2018 Waste Connections, Inc. Corporate Governance Guidelines and Board Charter February 13, 2018 The Board of Directors (the Board ) of Waste Connections, Inc., an Ontario corporation (the Company ), acting

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES 1. Introduction [As adopted November 2016] These Corporate Governance guidelines, established by the Board of Directors of Gentherm Incorporated ("Gentherm" or the "Company"),

More information

ADVANSIX INC. CORPORATE GOVERNANCE GUIDELINES. (Effective June 1, 2017)

ADVANSIX INC. CORPORATE GOVERNANCE GUIDELINES. (Effective June 1, 2017) ADVANSIX INC. CORPORATE GOVERNANCE GUIDELINES (Effective June 1, 2017) The board of directors (the Board ) of AdvanSix Inc. (the Company ) has adopted the following guidelines to frame the Company s governance.

More information

DOVER CORPORATION CORPORATE GOVERNANCE GUIDELINES

DOVER CORPORATION CORPORATE GOVERNANCE GUIDELINES DOVER CORPORATION CORPORATE GOVERNANCE GUIDELINES I. RESPONSIBILITIES OF THE BOARD The primary responsibilities of the Board of Directors are (i) selection and evaluation of the chief executive officer

More information

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE NORTHWEST INDIANA BANCORP AND PEOPLES BANK SB BOARD OF DIRECTORS

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE NORTHWEST INDIANA BANCORP AND PEOPLES BANK SB BOARD OF DIRECTORS CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE NORTHWEST INDIANA BANCORP AND PEOPLES BANK SB BOARD OF DIRECTORS Purpose (Adopted December 22, 2017) The Nominating and Corporate Governance

More information

COVIA HOLDINGS CORPORATION CORPORATE GOVERNANCE GUIDELINES

COVIA HOLDINGS CORPORATION CORPORATE GOVERNANCE GUIDELINES I. Background COVIA HOLDINGS CORPORATION CORPORATE GOVERNANCE GUIDELINES A. Controlled Company Status Covia Holdings Corporation (the Company ) is a controlled company within the meaning of the corporate

More information

Campbell Soup Company Corporate Governance Standards March 21, 2018

Campbell Soup Company Corporate Governance Standards March 21, 2018 Campbell Soup Company Corporate Governance Standards March 21, 2018 Composition of the Board and Qualifications of Directors 1. Pursuant to the Company s By-Laws, the Board determines the number of directors.

More information

SYSCO CORPORATION CORPORATE GOVERNANCE GUIDELINES

SYSCO CORPORATION CORPORATE GOVERNANCE GUIDELINES Approved May 25, 2017 SYSCO CORPORATION CORPORATE GOVERNANCE GUIDELINES The following guidelines have been approved by the Board of Directors (the Board ) of Sysco Corporation ( Sysco or the Company )

More information

ANSYS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

ANSYS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER ANSYS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. General Statement of Purpose The Nominating and Corporate Governance Committee (the Nominating Committee ) of the Board of Directors

More information

STERIS PLC Governance Guidelines SCOPE COMPOSITION OF THE BOARD

STERIS PLC Governance Guidelines SCOPE COMPOSITION OF THE BOARD STERIS PLC Governance Guidelines The Board of Directors (the Board ) of STERIS plc (the Company ) has established the following Guidelines for the organization, operation and deliberation of the Board

More information

DRIL-QUIP, INC. (the Company ) Corporate Governance Guidelines

DRIL-QUIP, INC. (the Company ) Corporate Governance Guidelines DRIL-QUIP, INC. (the Company ) Corporate Governance Guidelines 1. Director Qualifications As required by the New York Stock Exchange ( NYSE ), the Board of Directors (the Board ) shall have a majority

More information

BOSTON SCIENTIFIC CORPORATION CORPORATE GOVERNANCE GUIDELINES

BOSTON SCIENTIFIC CORPORATION CORPORATE GOVERNANCE GUIDELINES BOSTON SCIENTIFIC CORPORATION CORPORATE GOVERNANCE GUIDELINES The Board of Directors of the Company (the Board ) has adopted these guidelines to reflect the Company s commitment to good corporate governance,

More information

TherapeuticsMD, Inc. (the Company ) COMPENSATION COMMITTEE CHARTER

TherapeuticsMD, Inc. (the Company ) COMPENSATION COMMITTEE CHARTER TherapeuticsMD, Inc. (the Company ) COMPENSATION COMMITTEE CHARTER Purpose The purpose of the Compensation Committee (the Committee ) shall be as follows: 1. To determine, or recommend to the Board of

More information

REATA PHARMACEUTICALS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

REATA PHARMACEUTICALS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER REATA PHARMACEUTICALS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER As Approved and Adopted by the Board of Directors October 15, 2015 I. Purpose The Board of Directors

More information

Dell Technologies Inc. Corporate Governance Principles. Ethics and Values. Roles of Board and Management

Dell Technologies Inc. Corporate Governance Principles. Ethics and Values. Roles of Board and Management Dell Technologies Inc. Corporate Governance Principles The Board of Directors (the "Board") of Dell Technologies Inc. ("the Company") is committed to the achievement of business success and the enhancement

More information

CENTENE CORPORATION Corporate Governance Guidelines

CENTENE CORPORATION Corporate Governance Guidelines CENTENE CORPORATION Corporate Governance Guidelines 1. Director Qualifications The Board of Directors (the Board ) of Centene Corporation (the Company ) will have a majority of directors who meet the criteria

More information

LITTELFUSE, INC. CORPORATE GOVERNANCE GUIDELINES

LITTELFUSE, INC. CORPORATE GOVERNANCE GUIDELINES LITTELFUSE, INC. CORPORATE GOVERNANCE GUIDELINES 1. Classification and Definition of Directors The principal classifications of Directors on the Board of Directors (the Board ) of Littelfuse, Inc. (the

More information

PARSLEY ENERGY, INC. CORPORATE GOVERNANCE GUIDELINES (Adopted as of May 9, 2014)

PARSLEY ENERGY, INC. CORPORATE GOVERNANCE GUIDELINES (Adopted as of May 9, 2014) Execution Version PARSLEY ENERGY, INC. CORPORATE GOVERNANCE GUIDELINES (Adopted as of May 9, 2014) I. The Board of Directors A. Size of Board The number of directors that constitutes the Board of Directors

More information

Governance Guidelines

Governance Guidelines Governance Guidelines I. Responsibilities of the Board of Directors The Board of Directors, which is elected by the shareholders, is the ultimate decision-making body of the Company, except with respect

More information

VAALCO ENERGY, INC. Nominating and Corporate Governance Committee Charter. Amended and Restated as of January 19, 2016

VAALCO ENERGY, INC. Nominating and Corporate Governance Committee Charter. Amended and Restated as of January 19, 2016 VAALCO ENERGY, INC. Nominating and Corporate Governance Committee Charter Amended and Restated as of January 19, 2016 This Nominating and Corporate Governance Committee Charter (the Charter ) sets forth

More information

ANTERO RESOURCES CORPORATION CORPORATE GOVERNANCE GUIDELINES, (Amended as of April 13, 2016)

ANTERO RESOURCES CORPORATION CORPORATE GOVERNANCE GUIDELINES, (Amended as of April 13, 2016) ANTERO RESOURCES CORPORATION CORPORATE GOVERNANCE GUIDELINES, (Amended as of April 13, 2016) I. The Board of Directors A. Size of Board The number of directors that constitutes the Board of Directors (the

More information

Corporate Governance Guidelines. PerkinElmer, Inc.

Corporate Governance Guidelines. PerkinElmer, Inc. Corporate Governance Guidelines PerkinElmer, Inc. The Directors of PerkinElmer, Inc. (the "Company") have adopted these guidelines in recognition of the value of good corporate governance. All matters

More information

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER PURPOSE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER The Corporate Governance and Nominating Committee is a standing committee appointed by the Board of Directors of DataWind Inc. The Committee

More information

Recitals. Charter. Develop and recommend to the Board for adoption an annual self-evaluation process of the

Recitals. Charter. Develop and recommend to the Board for adoption an annual self-evaluation process of the SIXTH AMENDED AND RESTATED CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF COVENANT TRANSPORTATION GROUP, INC. Recitals. The Board of Directors (the "Board") of

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES As Amended November 9, 2017 The Board of Directors of Electronic Arts Inc. has adopted the following guidelines to assist it in following corporate governance practices

More information

IBM BOARD CORPORATE GOVERNANCE GUIDELINES. Effective Date: July 25, 2017

IBM BOARD CORPORATE GOVERNANCE GUIDELINES. Effective Date: July 25, 2017 1. Board Size IBM BOARD CORPORATE GOVERNANCE GUIDELINES Effective Date: July 25, 2017 10-14 directors on the Board is optimal. This approach is flexible depending on the circumstances and the qualifications

More information

CORPORATE GOVERNANCE GUIDELINES (Last amended by the Board of Directors on November 15, 2017)

CORPORATE GOVERNANCE GUIDELINES (Last amended by the Board of Directors on November 15, 2017) Corporate Governance Mission CORPORATE GOVERNANCE GUIDELINES (Last amended by the Board of Directors on November 15, 2017) The Board of Directors (the Board ) of Primerica, Inc. (the Company ) is committed

More information

ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (As last amended by the Board of Directors on May 3, 2017)

ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (As last amended by the Board of Directors on May 3, 2017) ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (As last amended by the Board of Directors on May 3, 2017) 1. Director Qualifications A majority of the members of the Board of Directors (the Board )

More information

Streamline Health Solutions, Inc. Governance and Nominating Committee Charter Dated December 17, 2009

Streamline Health Solutions, Inc. Governance and Nominating Committee Charter Dated December 17, 2009 Streamline Health Solutions, Inc. Governance and Nominating Committee Charter Dated December 17, 2009 I. PURPOSE The purpose of the Governance and Nominating Committee (the Committee ) of the Board of

More information

AUDIT COMMITTEE CHARTER

AUDIT COMMITTEE CHARTER AUDIT COMMITTEE CHARTER Purpose The purpose of the Audit Committee (the Committee ) of the Board of Directors (the "Board") of Conduent Incorporated (the Company ) shall be to assist in Board oversight

More information

Principles of Corporate Governance

Principles of Corporate Governance Principles of Corporate Governance (As amended August 1, 2015) Bio-Techne Corporation (the Company or Bio-Techne ) is committed to strong, forwardlooking corporate governance practices as one means of

More information

ANSYS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

ANSYS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER ANSYS, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. General Statement of Purpose The Nominating and Corporate Governance Committee of the Board of Directors (the Nominating Committee )

More information

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF TIM HORTONS INC.

CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF TIM HORTONS INC. CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF TIM HORTONS INC. Adopted September 28, 2009 (Most Recently Amended: November 2011) This Charter identifies the

More information

Neurocrine Biosciences, Inc. Corporate Governance Guidelines

Neurocrine Biosciences, Inc. Corporate Governance Guidelines Neurocrine Biosciences, Inc. Corporate Governance Guidelines The following Guidelines were adopted by the Board of Directors of Neurocrine Biosciences, Inc. on September 3, 2015 I. Purpose. The purpose

More information

Corporate Governance Guidelines December 6, 2017

Corporate Governance Guidelines December 6, 2017 Corporate Governance Guidelines December 6, 2017 The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Chesapeake Utilities Corporation

More information

CIT Group Inc. Charter of the Audit Committee of the Board of Directors. Adopted by the Board of Directors October 22, 2003

CIT Group Inc. Charter of the Audit Committee of the Board of Directors. Adopted by the Board of Directors October 22, 2003 Last Amended: May 9, 2017 Last Ratified: May 9, 2017 CIT Group Inc. Charter of the Audit Committee of the Board of Directors Adopted by the Board of Directors October 22, 2003 I. PURPOSE The purpose of

More information

Cincinnati Financial Corporation Board of Directors Corporate Governance Guidelines

Cincinnati Financial Corporation Board of Directors Corporate Governance Guidelines Cincinnati Financial Corporation Board of Directors Corporate Governance Guidelines Effective April 24, 2004 Amended and Re-approved January 27, 2017 Mission The board of directors encourages, facilitates

More information

S&P Global Inc. Board of Directors CORPORATE GOVERNANCE GUIDELINES

S&P Global Inc. Board of Directors CORPORATE GOVERNANCE GUIDELINES Board of Directors CORPORATE GOVERNANCE GUIDELINES 1. Selection of Board Members A. Board Membership Criteria The Nominating and Corporate Governance Committee (the Corporate Governance Committee ) is

More information

BP MIDSTREAM PARTNERS GP LLC CORPORATE GOVERNANCE GUIDELINES (Adopted as of October 16, 2017)

BP MIDSTREAM PARTNERS GP LLC CORPORATE GOVERNANCE GUIDELINES (Adopted as of October 16, 2017) BP MIDSTREAM PARTNERS GP LLC CORPORATE GOVERNANCE GUIDELINES (Adopted as of October 16, 2017) The Board of Directors (the Board ) of BP Midstream Partners GP LLC (the Company ), acting in its capacity

More information

ESTERLINE TECHNOLOGIES CORPORATION. Corporate Governance Guidelines

ESTERLINE TECHNOLOGIES CORPORATION. Corporate Governance Guidelines 1. General Role of the Board of Directors ESTERLINE TECHNOLOGIES CORPORATION Corporate Governance Guidelines The primary role of the Board is to oversee the business affairs and management of the Company,

More information

VERINT SYSTEMS INC. CORPORATE GOVERNANCE & NOMINATING COMMITTEE CHARTER. Dated: March 21, 2018 PURPOSE

VERINT SYSTEMS INC. CORPORATE GOVERNANCE & NOMINATING COMMITTEE CHARTER. Dated: March 21, 2018 PURPOSE VERINT SYSTEMS INC. CORPORATE GOVERNANCE & NOMINATING COMMITTEE CHARTER Dated: March 21, 2018 PURPOSE The purpose of the Corporate Governance & Nominating Committee (the Committee ) is to assist the Board

More information

CHUY S HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER

CHUY S HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER CHUY S HOLDINGS, INC. COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) of Chuy s Holdings, Inc. (the Company ) establishes and

More information

EVOQUA WATER TECHNOLOGIES CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER. (Adopted as of October 29, 2018)

EVOQUA WATER TECHNOLOGIES CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER. (Adopted as of October 29, 2018) EVOQUA WATER TECHNOLOGIES CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (Adopted as of October 29, 2018) The Board of Directors (the Board ) of Evoqua Water Technologies

More information

PART I ESTABLISHMENT OF COMMITTEE

PART I ESTABLISHMENT OF COMMITTEE DIVERGENT ENERGY SERVICES CORP. HUMAN RESOURCES AND COMPENSATION COMMITTEE CHARTER (At the discretion of the Board, this Committee mandate may be addressed by the full Board) 1. Committee Purpose PART

More information

HP INC. BOARD OF DIRECTORS NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER

HP INC. BOARD OF DIRECTORS NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER HP INC. BOARD OF DIRECTORS NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER I. Purpose and Authority The purpose of the Nominating, Governance and Social Responsibility Committee (the

More information

CORPORATE GOVERNANCE GUIDELINES As Amended and Restated by the Board of Directors May 18, 2010

CORPORATE GOVERNANCE GUIDELINES As Amended and Restated by the Board of Directors May 18, 2010 CORPORATE GOVERNANCE GUIDELINES As Amended and Restated by the Board of Directors May 18, 2010 Role and Functions of the Board of Directors The role of the Board of Directors (the Board ) of Anadarko Petroleum

More information

PPG INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS

PPG INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS Last revised effective September 1, 2015 PPG INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS PPG Industries, Inc. s Board of Directors has adopted the following corporate governance

More information

BILL BARRETT CORPORATION CORPORATE GOVERNANCE GUIDELINES. (Last amended December 4, 2017)

BILL BARRETT CORPORATION CORPORATE GOVERNANCE GUIDELINES. (Last amended December 4, 2017) BILL BARRETT CORPORATION CORPORATE GOVERNANCE GUIDELINES (Last amended December 4, 2017) 1. Board Composition and Structure Independence, Qualifications and Nomination of Directors. The Board will have

More information

PFIZER INC. CORPORATE GOVERNANCE PRINCIPLES

PFIZER INC. CORPORATE GOVERNANCE PRINCIPLES PFIZER INC. CORPORATE GOVERNANCE PRINCIPLES Role and Composition of the Board of Directors 1. General. The Board of Directors (the Board), which is elected by the shareholders, is the ultimate decision-making

More information

Bylaws Template. Part one: Mandatory Inclusions for Compliance with YWCA USA. Part two: Guide for YWCA Local Association Bylaws

Bylaws Template. Part one: Mandatory Inclusions for Compliance with YWCA USA. Part two: Guide for YWCA Local Association Bylaws Bylaws Template Part one: Mandatory Inclusions for Compliance with YWCA USA Part two: Guide for YWCA Local Association Bylaws These guidelines are provided solely as a resource to local associations. Each

More information